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AMENDMENT NO. 2 TO AGREEMENT FOR TRANSPORTATION
SERVICES BY AND BETWEEN THE CITY OF ARCADIA AND
SOUTHLAND TRANSIT, INC.
This Amendment No. 2 ( "Amendment No. 2 ") is hereby entered into by and
between the City of Arcadia, a charter city organized under the Constitution and laws of
the State of California, and Southland Transit, Inc. with respect to that certain
Professional Services Agreement between the parties dated June 23, 2009
( "Agreement ").
The parties agree as follows:
1. Pursuant to Section 3.1.2 of the Agreement, the Term is hereby extended to
June 30, 2014.
2. All of the remaining terms and provisions of the Agreement are hereby
reaffirmed.
In witness whereof the Parties have executed this Amendment No. 2 on the date set
forth below.
CITY OF ARCADIA
By
Dominic Lazza o, City Manager
Date* �L4 ZL i �
ATTEST:
O MA_'14l
O-c n
APPROVED AS TO FORM:
Stephen P. Deitsch
City Attorney
SOU LAND jRA_NSIT, INC.
By
Signature
Print Name and Title
Date: ?
By
Sig atur
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P rnr t Name and -Title
Date: I- ci 15
CONCUR: /
`Ji on Kruckeberg
Assistant City Manager /Development
Services Director
n
AMENDMENT NO. 1 TO AGREEMENT
SERVICES BY AND BETWEEN THE
SOUTHLAND TRANSIT, INC.
1100—q6
FOR TRANSPORTATION
CITY OF ARCADIA AND
This Amendment No. 1 ( "Amendment No. 1") is hereby entered into by and
between the City of Arcadia, a charter city organized under the Constitution and laws of
the State of California, and Southland Transit, Inc. with respect to that certain
Professional Services Agreement between the parties dated June 23, 2009
( "Agreement ").
The parties agree as follows:
1. Pursuant to Section 3.1.2 of the Agreement, the Term is hereby extended to
June 30, 2013.
2. All of the remaining terms and provisions of the Agreement are hereby
reaffirmed.
In witness whereof the Parties have executed this Amendment No. 1 on the date set
forth below.
CITY OF ARCADIA
Dominic Lazzarett
City Manager
Dated. qg- LP , 2012
ATT T:
Cit er
APPROVED AS TO FORM:
b! 1
Stephen Deitsch
City Attorney
SOUTHLAND TRANSIT, INC.
Signature
rr )-/ 7r-�� yv oo .
Name
Ui c e- pf-C s c( e,+ /(0
Title
Dated: G J 2012
CONCUR:
n Krucke erg, Assistant City
Manager /Development Services Director
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zk(As
CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT
TRANSPORTATION SERVICES
1. PARTIES AND DATE. ,)
U
This Agreement is made and entered into this day of Lt VI e, , 2009 by and
between the City of Arcadia, a charter city organized under the Constitution and laws of the State
of California with its principal place of business at 240 West Huntington Drive, Arcadia,
California 91066 -6021 ( "City ") and Southland Transit, Inc., a California Corporation with its
principal place of business at 3650 Rockwell Avenue, El Monte, California 91731
( "Contractor "). City and Contractor are sometimes individually referred to as "Party" and
collectively as "Parties."
2. RECITALS.
2.1 Contractor.
Contractor desires to perform and assume responsibility for the provision of certain
professional services required by the City on the terms and conditions set forth in this
Agreement. Contractor represents that it is experienced in providing professional transportation
service, such as the local Arcadia Transit Dial -A -Ride system, to public clients, is licensed in the
State of California, and is familiar with the transportation plans of City.
2.2 Project.
City desires to engage Contractor to render such services for the professional transportation
service for the operation, maintenance and management of Arcadia Transit Dial -A -Ride
( "Project ") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the
City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional transportation services for the
operation, maintenance and management of Arcadia Transit Dial -A -Ride system necessary for
the Project ( "Services "). The Services are more particularly described in Exhibit "A" attached
hereto and incorporated herein by reference. All Services shall be subject to, and performed in
accordance with, this Agreement, the exhibits attached hereto and incorporated herein by
reference, and all applicable local, state and federal laws, rules and regulations.
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3.1.2 Term. The term of this Agreement shall be from July 1, 2009 to June 30,
2012, unless earlier terminated as provided herein. Contractor shall complete the Services within
the term of this Agreement, and shall meet any other established schedules and deadlines. At the
end of the said term, City may exercise the option to extend the Agreement for two one -year
terms.
3.2 Responsibilities of Contractor.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services
shall be performed by Contractor or under its supervision. Contractor will determine the means,
methods and details of performing the Services subject to the requirements of this Agreement.
City retains Contractor on an independent contractor basis and not as an employee. Contractor
retains the right to perform similar or different services for others during the term of this
Agreement. Any additional personnel performing the Services under this Agreement on behalf
of Contractor shall also not be employees of City and shall at all times be under Contractor's
exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due
such personnel in connection with their performance of Services under this Agreement and as
required by law. Contractor shall be responsible for all reports and obligations respecting such
additional personnel, including, but not limited to: social security taxes, income tax withholding,
unemployment insurance, disability insurance, and workers' compensation insurance.
3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously,
within the term of this Agreement, and in accordance with the Schedule of Services set forth in
Exhibit "B" attached hereto and incorporated herein by reference. Contractor represents that it
has the professional and technical personnel required to perform the Services in conformance
with such conditions. In order to facilitate Contractor's conformance with the Schedule, City
shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor
shall provide a more detailed schedule of anticipated performance to meet the Schedule of
Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor
shall be subject to the prior written approval of City.
3.2.4 Substitution of Key Personnel. Contractor has represented to City that certain
key personnel will perform and coordinate the Services under this Agreement. Should one or
more of such personnel become unavailable, Contractor may substitute other personnel of at least
equal competence upon prior written approval of City. In the event that City and Contractor
cannot agree as to the substitution of key personnel, City shall be entitled to terminate this
Agreement for cause. As discussed below, any personnel who fail or refuse to perform the
Services in a manner acceptable to the City, or who are determined by the City to be
uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a
threat to the safety of persons or property, shall be promptly removed from the Project by the
Contractor at the request of the City. The key personnel for performance of this Agreement are
as follows:
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• Vice President, Operations — Jason Snow
• Project Manager — Dianna Ortegon
3.2.5 City's Representative. The City hereby designates Jason Kruckeberg,
Development Services Director, or his designee, to act as its representative for the performance
of this Agreement ( "City's Representative "). City's Representative shall have the power to act
on behalf of the City for all purposes under this Contract. Contractor shall not accept direction
or orders from any person other than the City's Representative or his or her designee.
3.2.6 Contractor's Representative. Contractor hereby designates Jason Snow, Vice
President of Operations, or his designee, to act as its representative for the performance of this
Agreement ( "Contractor's Representative "). Contractor's Representative shall have full
authority to represent and act on behalf of the Contractor for all purposes under this Agreement.
The Contractor's Representative shall supervise and direct the Services, using his best skill and
attention, and shall be responsible for all means, methods, techniques, sequences and procedures
and for the satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Contractor agrees to work closely with City staff in
the performance of Services and shall be available to City's staff, contractors and other staff at all
reasonable times.
3.2.8 Standard of Care; Performance of Employees. Contractor shall perform all
Services under this Agreement in a skillful and competent manner, consistent with the standards
generally recognized as being employed by professionals in the same discipline in the State of
California. Contractor represents and maintains that it is skilled in the professional calling
necessary to perform the Services. Contractor warrants that all employees and subcontractors
shall have sufficient skill and experience to perform the Services assigned to them. Finally,
Contractor represents that it, its employees and subcontractors have all licenses, permits,
qualifications and approvals of whatever nature that are legally required to perform the Services,
including a City Business License, and that such licenses and approvals shall be maintained
throughout the term of this Agreement. As provided for in the indemnification provisions of this
Agreement, Contractor shall perform, at its own cost and expense and without reimbursement
from the City, any services necessary to correct errors or omissions that are caused by the
Contractor's failure to comply with the standard of care provided for herein. Any employee of
the Contractor or its sub - Contractors who is determined by the City to be uncooperative,
incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of
persons or property, or any employee who fails or refuses to perform the Services in a manner
acceptable to the City, shall be promptly removed from the Project by the Contractor and shall
not be re- employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Contractor shall keep itself fully informed of and in
compliance with all local, state and federal laws, rules and regulations in any manner affecting
the performance of the Project or the Services, including all Cal /OSHA requirements, and shall
give all notices required by law. Contractor shall be liable for all violations of such laws and
regulations in connection with Services. If the Contractor performs any work knowing it to be
contrary to such laws, rules and regulations and without giving written notice to the City,
Arcadia Transit Management and Operation — Professional Services Agreement 3
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Contractor shall be solely responsible for all costs arising therefrom. Contractor shall defend,
indemnify and hold City, its officials, directors, officers, employees and agents free and
harmless, pursuant to the indemnification provisions of this Agreement, from any claim or
liability arising out of any failure or alleged failure to comply with such laws, rules or
regulations.
3.2.9.1 Immigration Reform and Control Act. Contractor acknowledges that
Contractor, and all subcontractors hired by Contractor to perform services under this Agreement,
are aware of and understand the Immigration Reform and Control Act ( "IRCA "). Contractor is
and shall remain in compliance with the IRCA and shall ensure that any subcontractors hired by
Contractor to perform services under this Agreement are in compliance with the IRCA. In
addition, Contractor agrees to indemnify, defend and hold harmless the City, its agents, officers
and employees, from any liability, damages or causes of action arising out of or relating to any
claims that Contractor's employees, or the employees of any subcontractor hired by Contractor,
are not authorized to work in the United States for Contractor or its subcontractor and /or any
other claims based upon alleged IRCA violations committed by Contractor or Contractor's
subcontractor(s).
3.2. 10 Insurance.
3.2.10.1 Time for Compliance. Contractor shall not commence work under this
Agreement until it has provided evidence satisfactory to the City that it has secured all insurance
required under this section. In addition, Contractor shall not allow any subcontractor to
commence work on any subcontract until it has provided evidence satisfactory to the City that
the subcontractor has secured all insurance required under this section; provided, however, that
in lieu thereof, the Contractor may provide evidence to the City that all subcontractors are
additional insureds under the Contractor's policies of insurance.
3.2.10.2 Minimum Requirements. Contractor shall, at its expense, procure and
maintain for the duration of the Agreement insurance against claims for injuries to persons or
damages to property which may arise from or in connection with the performance of the
Agreement by the Contractor, its agents, representatives, employees, subcontractors and
volunteers. Contractor shall also name and obtain insurer's consent to naming City, its directors,
officials, officers, employees, agents and volunteers as an additional insured with proof of
certificate of insurance that they are an additional insured. Such insurance shall meet at least the
following minimum levels of coverage:
(A) Vehicle Liability Insurance. Throughout the term of this Agreement,
Contractor shall provide vehicle liability insurance in the amount of Ten Million Dollars
($10,000,000) combined single limit Bodily Injury and Property Damage. Coverage may be
provided through one or more policies and shall include: Uninsured Motorist (UM) and Personal
Injury Protection (PIP) with coverage limits as required by law; Medical Payments with
coverage limits of Five Hundred Dollars ($500) per person per occurrence.
(B) General Liability and Protection and Indemnity Insurance. Contractor
shall procure and maintain during the life of this Contract General Liability Insurance on a
Arcadia Transit Management and Operation — Professional Services Agreement 4
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commercial form with a minimum of Ten Million Dollars ($10,000,000) covering all legal
liability for personal injury, bodily injury, death and property damage to the vehicle maintenance
facility and any applicable endorsement or rider for the storage, handling, transportation and
disposal of Hazardous Substances that may arise out of Contractor's performance under this
Contract except as may be covered by insurance coverage provided by the City, as described
elsewhere in the Contract.
(C) Vehicle Physical Damage. With respect to the vehicles to be used under
the terms of this Contract, Contractor shall maintain in full force and effect insurance covering
vehicles against physical damage from comprehensive and collision, in an amount equal to the
vehicles' actual cash value. Any deductible shall not exceed Ten Thousand Dollars ($10,000)
per Incident, must be stated in writing to the City and shall be the sole responsibility of the
contractor.
(D) Workers' Compensation and Employer's Liability Insurance. Contractor
shall procure and maintain during the life of this Contract Workers' Compensation Insurance in
conformance with the laws of the State of California and with the laws of the United States and
Employers' Liability Insurance with a minimum amount of One Million Dollars ($1,000,000).
3.2.10.3 Subrogation Waiver. Each of the foregoing policies shall expressly
waive subrogation against CITY.
3.2.10.4 Failure to Secure. If Contractor at any time during the term hereof
should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such
insurance in the Contractor's name or as an agent of the Contractor and shall be compensated by
the Contractor for the costs of the insurance premiums plus interest at the maximum rate
permitted by law computed from the date written notice is received that the premiums have been
paid. Contractor shall indemnify and hold harmless City from the failure to place, the failure to
maintain, or the failure of any of the insurance policies required above.
3.2.10.5 Additional Insured. City, its Council, Commissions, officers, and
employees shall be named as additional insured under all insurance coverage, except Workers'
Compensation, required by this Contract. An additional insured named herein shall not be held
liable for any premium, deductible portion of any loss, or expense of any nature on this policy or
any extension thereof. Any other insurance held by an additional insured shall not be required to
contribute anything toward any loss or expense covered by the insurance provided by this policy.
3.2.10.6 Primary Insurance. Endorsement(s) shall be provided which states that
the coverage is Primary Insurance and that no other insurance affected by the City will be called
upon to contribute to this coverage.
3.2.10.7 Other Insurance Provisions. The general liability and automobile
liability policies are to contain, or be endorsed to contain, the following provisions:
(A) The City, its officers, officials, employees, agents and volunteers are
to be covered as insured as respects; liability arising out of activities performed by or on behalf
Arcadia Transit Management and Operation — Professional Services Agreement 5
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of the Contractor; products and completed operations of the Contractor; premises owned,
occupied or used by the Contractor; or automobiles owned, leased hired or borrowed by the
Contractor. The coverage shall contain no special limitations on the scope of protection afforded
to the CITY, its officers, officials, employees, agents or volunteers.
(B) For any claims related to this project, the Contractor's insurance
coverage shall be primary insurance as respects the City, its officers, officials, employees, agents
and volunteers. Any insurance or self - insurance maintained by the City, its officers, officials,
employees, agents or volunteers shall be excess of the Contractor's insurance and shall not
contribute with it.
(C) Any failure to comply with reporting or other provisions of the
policies including breaches of warranties shall not affect coverage provided to the City, its
officers, officials, employees, agents or volunteers.
(D) The Contractor's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the limits of the insurer's
liability.
(E) Each insurance policy required by this clause shall be endorsed to state
that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in
limits except after thirty (3 0) days' prior written notice by certified mail, return receipt requested,
has been given to the City.
3.2.10.8 Acceptability of Insurers. Insurance is to be placed with insurers with a
current A.M. Best's rating of no less than ANII.
3.2.10.9 Verification of Coverage. Contractor shall furnish the City with original
endorsements effecting coverage required by this clause. The endorsements are to be signed by a
person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on
forms provided by the City. All endorsements are to be received and approved by the City
before work commences. As an alternative to the City's forms, the Contractor's insurer may
provide complete, certified copies of all required insurance policies, including endorsements
affecting the coverage required by these specifications.
3.2.10.10 Subcontractors. Contractor shall include all subcontractors as insured
under its policies or shall furnish separate certificates and endorsements for each subcontractor.
All coverage for subcontractors shall be subject to all of the requirements stated herein.
3.2.10.11 Professional Liability. Contractor shall procure and maintain, and
require its sub - Contractors to procure and maintain, for a period of five (5) years following
completion of the Project, errors and omissions liability insurance appropriate to their profession.
Such insurance shall be in an amount not less than One Million Dollars ($1,000,000) per claim,
and shall be endorsed to include contractual liability.
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3.2.10.12 Insurance Endorsements. The insurance policies shall contain the
following provisions, or Contractor shall provide endorsements on forms supplied or approved
by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall be endorsed to state
that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be
covered as additional insured with respect to the Work or operations performed by or on behalf
of the Contractor, including materials, parts or equipment furnished in connection with such
work; and (2) the insurance coverage shall be primary insurance as respects the City, its
directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an
unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any
insurance or self - insurance maintained by the City, its directors, officials, officers, employees,
agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon
to contribute with it in any way.
(B) Automobile Liability. The automobile liability policy shall be endorsed
to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall
be covered as additional insureds with respect to the ownership, operation, maintenance, use,
loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for
which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as
respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess,
shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying
coverage. Any insurance or self - insurance maintained by the City, its directors, officials,
officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall
not be called upon to contribute with it in any way.
(C) Workers' Compensation and Employers Liability Coverage. The insurer
shall agree to waive all rights of subrogation against the City, its directors, officials, officers,
employees, agents and volunteers for losses paid under the terms of the insurance policy that
arise from work performed by the Contractor.
(D) All Coverages. Each insurance policy required by this Agreement shall
be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled
except after thirty (30) days prior written notice by certified mail, return receipt requested, has
been given to the City; and (B) any failure to comply with reporting or other provisions of the
policies, including breaches of warranties, shall not affect coverage provided to the City, its
directors, officials, officers, employees, agents and volunteers.
3.2.10.13 Separation of Insureds; No Special Limitations. All insurance required
by this Section shall contain standard separation of insureds provisions. In addition, such
insurance shall not contain any special limitations on the scope of protection afforded to the City,
its directors, officials, officers, employees, agents and volunteers.
3.2.10.14 Deductibles and Self- Insurance Retentions. Any deductibles or self -
insured retentions must be declared to and approved by the City. Contractor shall guarantee that,
at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-
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insured retentions as respects the City, its directors, officials, officers, employees, agents and
volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related
investigation costs, claims and administrative and defense expenses.
3.2.10.15 Acceptability of Insurers. Insurance is to be placed with insurers with
a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and
satisfactory to the City.
3.2.10.16 Verification of Coverage. Contractor shall furnish City with original
certificates of insurance and endorsements effecting coverage required by this Agreement on
forms satisfactory to the City. The certificates and endorsements for each insurance policy shall
be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on
forms provided by the City if requested. All certificates and endorsements must be received and
approved by the City before work commences. The City reserves the right to require complete,
certified copies of all required insurance policies, at any time.
3.2.10.17 Safety. Contractor shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out its Services, the Contractor shall at
all times be in compliance with all applicable local, state and federal laws, rules and regulations,
and shall exercise all necessary precautions for the safety of employees appropriate to the nature
of the work and the conditions under which the work is to be performed. Safety precautions as
applicable shall include, but shall not be limited to: (A) adequate life protection and life saving
equipment and procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks,
confined space procedures, trenching and shoring, equipment and other safety devices,
equipment and wearing apparel as are necessary or lawfully required to prevent accidents or
injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety
measures.
3.2.10.18 Material Breach. Lack of insurance does not negate Contractor's
obligations under this Agreement. Maintenance of proper insurance coverage is a material
element of this Agreement and failure to maintain or renew coverage or to provide evidence of
renewal may be treated by the City as a material breach of the Agreement.
3.3 Fees and Payments.
3.3.1 Compensation. Contractor shall receive compensation, including
reimbursements which receive the City's prior written authorization, for all Services rendered
under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein
by reference. The total compensation shall not exceed SIX MILLION THREE HUDRED
TWENTY FIVE THOUSAND FIVE HUNDRED NINETY DOLLARS ($6,325,590) without
written approval of the City Manager. Extra Work may be authorized, as described below, and if
authorized, will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Contractor shall submit to City a monthly
itemized statement which indicates work completed and hours of Services rendered by
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Contractor. The statement shall describe the amount of Services and supplies provided since the
initial commencement date, or since the start of the subsequent billing periods, as appropriate,
through the date of the statement. City shall, within forty -five (45) days of receiving such
statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any
expenses unless prior written authorization is obtained from the City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may request
that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is
determined by City to be necessary for the proper completion of the Project, but which the
parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Contractor shall not perform, nor be compensated for, Extra Work without prior written
authorization from City's Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Contractor shall maintain complete and accurate
records with respect to all costs and expenses incurred under this Agreement. All such records
shall be clearly identifiable. Contractor shall allow a representative of City during normal
business hours to examine, audit, and make transcripts or copies of such records and any other
documents created pursuant to this Agreement. Contractor shall allow inspection of all work,
data, documents, proceedings, and activities related to the Agreement for a period of three (3)
years from the date of final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice to Contractor,
terminate the whole or any part of this Agreement at any time and without cause by giving
written notice to Contractor of such termination, and specifying the effective date thereof, at least
seven (7) days before the effective date of such termination. Upon termination, Contractor shall
be compensated only for those services which have been adequately rendered to City, and
Contractor shall be entitled to no further compensation. Contractor may not terminate this
Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein,
City may require Contractor to provide all finished or unfinished Documents and Data and other
information of any kind prepared by Contractor in connection with the performance of Services
under this Agreement. Contractor shall be required to provide such document and other
information within fifteen (15) days of the request.
3.5.1.3 Additional Services. In the event this Agreement is terminated in whole
or in part as provided herein, City may procure, upon such terms and in such manner as it may
determine appropriate, services similar to those terminated.
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3.5.2 Delivery of Notices. All notices permitted or required under this Agreement
shall be given to the respective parties at the following address, or at such other address as the
respective parties may provide in writing for this purpose:
Contractor: Southland Transit, Inc.
3650 Rockwell Avenue
El Monte, CA 91731
Attn: Jason Snow, Vice President, Operations
City: City of Arcadia
240 West Huntington drive
Arcadia, CA 91066 -6021
Attn: Jason Kruckeberg, Development Services Director
Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48)
hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its
applicable address. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement
creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense
any and all copyrights, designs, and other intellectual property embodied in plans, specifications,
studies, drawings, estimates, and other documents or works of authorship fixed in any tangible
medium of expression, including but not limited to, physical drawings or data magnetically or
otherwise recorded on computer diskettes, which are prepared or caused to be prepared by
Contractor under this Agreement ( "Documents & Data"). Contractor shall require all
subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for
any Documents & Data the subcontractor prepares under this Agreement. Contractor represents
and warrants that Contractor has the legal right to license any and all Documents & Data.
Contractor makes no such representation and warranty in regard to Documents & Data which
were prepared by design professionals other than Contractor or provided to Contractor by the
City. City shall not be limited in any way in its use of the Documents and Data at any time,
provided that any such use not within the purposes intended by this Agreement shall be at City's
sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures,
drawings, descriptions, computer program data, input record data, written information, and other
Documents and Data either created by or provided to Contractor in connection with the
performance of this Agreement shall be held confidential by Contractor. Such materials shall
not, without the prior written consent of City, be used by Contractor for any purposes other than
the performance of the Services. Nor shall such materials be disclosed to any person or entity
not connected with the performance of the Services or the Project. Nothing furnished to
Contractor which is otherwise known to Contractor or is generally known, or has become known,
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to the related industry shall be deemed confidential. Contractor shall not use City's name or
insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in
any magazine, trade paper, newspaper, television or radio production or other similar medium
without the prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be necessary,
appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Indemnification.
3.5.5.1 To the fullest extent permitted by law, Contractor shall defend,
indemnify and hold the City, its officials, officers, employees, volunteers and agents free and
harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss,
damage or injury, in law or equity, to property or persons, including wrongful death, in any
manner arising out of or incident to any alleged acts, omissions, or any violation of any Federal
State or Local law applicable to contractor's performance under this Contract, including without
limitation, applicable environmental laws, or willful misconduct of Contractor, its officials,
officers, employees, agents, contractors and contractors arising out of or in connection with the
performance of the Services, the Project or this Agreement, including without limitation the
payment of all consequential damages and attorney's fees and other related costs and expenses.
Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code
Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code
Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or
willful misconduct of the Contractor. Contractor shall defend with Legal Counsel of City's
choosing, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions or
other legal proceedings of every kind that may be brought or instituted against City, its directors,
officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any
judgment, award or decree that may be rendered against City or its directors, officials, officers,
employees, agents or volunteers, in any such suit, action or other legal proceeding arising from
Contractor's performance of the Services, the Project or this Agreement; except to the extent that
liability is caused by any negligence or willful misconduct by the City or its directors, officials,
officers, employees, agents or volunteers. Contractor shall reimburse City and its directors,
officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs
incurred by each of them in connection therewith or in enforcing the indemnity herein provided.
Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any,
received by the City, its directors, officials, officers, employees, agents or volunteers and shall
take effect immediately upon execution of this Agreement.
3.5.5.2 The duty to defend and to hold harmless, as set forth above, shall
include the duty to defend as established by Section 2778 of the California Civil Code, and the
duty to defend shall arise upon the making of any claim or demand against the City, its
respective officials, officers, agents, employees and representatives, notwithstanding that no
adjudication of the underlying facts has occurred, and whether or not Contractor has been named
in the claim or lawsuit.
Arcadia Transit Management and Operation — Professional Services Agreement 1 1
Revised 9/08 LM
3.5.6 Entire Agreement. This Agreement contains the entire Agreement of the
Parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed by
both Parties.
3.5.7 Governing Law. This Agreement shall be governed by the laws of the State
of California. Venue shall be in Los Angeles County.
3.5.8 Time of Essence. Time is of the essence for each and every provision of this
Agreement.
3.5.9 Cites Right to Employ Other Contractors. City reserves the right to employ
other contractors in connection with this Project.
3.5.10 Successors and Assigns. This Agreement shall be binding on the successors
and assigns of the Parties.
3.5.11 Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer,
either directly or by operation of law, this Agreement or any interest herein without the prior
written consent of the City. Any attempt to do so shall be null and void, and any assignees,
hypothecates or transferees shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer.
3.5.12 Construction; References; Captions. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Party. Any
term referencing time, days or period for performance shall be deemed calendar days and not
work days. All references to Contractor include all personnel, employees, agents, and
subcontractors of Contractor, except as otherwise specified in this Agreement. All references to
City include its elected officials, officers, employees, agents, and volunteers except as otherwise
specified in this Agreement. The captions of the various articles and paragraphs are for
convenience and ease of reference only, and do not define, limit, augment, or describe the scope,
content, or intent of this Agreement.
3.5.13 Amendment; Modification. No supplement, modification, or amendment of
this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.14 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppels, or otherwise.
3.5.15 No Third Party Beneficiaries. There are no intended third party beneficiaries
of any right or obligation assumed by the Parties.
Arcadia Transit Management and Operation — Professional Services Agreement 12
Revised 9/08 LM
3.5.16 Invalidity; Severability. If any portion of this Agreement is declared invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions
shall continue in full force and effect.
3.5.17 Prohibited Interests. Contractor maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely
for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not
paid nor has it agreed to pay any company or person, other than a bona fide employee working
solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. For breach or
violation of this warranty, City shall have the right to rescind this Agreement without liability.
For the term of this Agreement, no member, officer or employee of City, during the term of his
or her service with City, shall have any direct interest in this Agreement, or obtain any present or
anticipated material benefit arising therefrom.
3.5.18 Equal Opportunity_ Employment. Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, handicap, ancestry,
sex, sexual orientation or age. Such non - discrimination shall include, but not be limited to, all
activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment
advertising, layoff or termination. Contractor shall also comply with all relevant provisions of
City's Minority Business Enterprise program, Affirmative Action Plan or other related programs
or guidelines currently in effect or hereinafter enacted.
3.5.19 Labor Certification. By its signature hereunder, Contractor certifies that it is
aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be insured against liability for Worker's Compensation or to undertake self -
insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.5.20 Authority to Enter Agreement. Contractor has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party
warrants that the individuals who have signed this Agreement have the legal power, right, and
authority to make this Agreement and bind each respective Party.
3.5.21 Counterparts. This Agreement may be signed in counterparts, each of which
shall constitute an original.
Arcadia Transit Management and Operation — Professional Services Agreement 13
Revised 9/08 LM
3.6 Subcontracting.
3.6.1 Prior Approval Required. Contractor shall not subcontract any portion of the
work required by this Agreement, except as expressly stated herein, without prior written
approval of City. Subcontracts, if any, shall contain a provision making them subject to all
provisions stipulated in this Agreement.
CITY OF ARCADIA SOUTHLAND TRANSIT, INC.
Donald Penman Date Timmy N
City Manger President
CONCUR:
/ ''. Z2-o9
IL ason Kruckeberg Date
Development Services Dir ctor
ATTEST:
APPROVED AS TO FORM:
Stephen P. Deitsch Date
City Attorney
Arcadia Transit Management and Operation — Professional Services Agreement
Revised 9/08 LM
14
7
EXHIBIT A
MANAGEMENT AND OPERATION
ARCADIA TRANSIT SYSTEM
SCOPE OF SERVICES
SECTION 1 - DEFINITIONS
As used throughout the Contract, Scope of Services, exhibits and attachments, the following
terms shall have the meanings set forth below:
Advanced Reservation — Describes the process of requesting trips and receiving trip
confirmation prior to the day service is requested.
Americans with Disabilities Act of 1990 (ADA) — Federal civil rights legislation which
mandates accessibility for people with disabilities. Included is a requirement that all public
transit agencies operating fixed route bus service provide complementary paratransit service to
persons functionally unable to use accessible fixed route systems.
City — Shall indicate the City of Arcadia.
Contractor — Shall signify vendor selected and under contract with City to provide
transportation services.
Curb -to -Curb Service — A type of paratransit service where, on both the origin and destination
of the trip, the driver gets out of the vehicle and assists the passenger between the vehicle and a
sidewalk or other waiting area no more than 15 feet from the vehicle.
Deadhead — For paratransit services, refers to either miles or hours when a vehicle is not in
revenue service including travel from the yard to the first pick -up, from the last drop -off back to
the yard when released by the dispatcher and travel during driver breaks and other "out of
service" times. The travel between scheduled pickups and drop offs, regardless of whether a
passenger is on board, is not deadhead.
Demand Responsive — Describes a service that does not require advance reservation and trips
can be requested the same day [also referred to as "same day," "real- time" or "immediate
response "] .
Door -to -Door Service — A type of paratransit service where, on both the origin and /or
destination of the trip, the driver gets out of the vehicle and meets /escorts the passenger to the
door of the main lobby, residence, or building. The driver is responsible for assisting the
passenger throughout the trip. Drivers are not allowed to enter a residence and must keep the
vehicle in sight at all times.
Dwell Time — The amount of time spent by vehicle and driver at each pick -up and drop -off
Arcadia Transit Management and Operation — Professional Services Agreement A -1
Exhibit A I Scope of Services
waiting for the passenger(s) to appear, during passenger boarding, deboarding and wheelchair
securement. Dwell time is included in the Vehicle Service Hour computation.
Federal Transit Administration (FTA) — A branch of the U.S. Department of Transportation
(USDOT) established to improve transportation throughout the nation. The FTA provides
funding and assistance to regional transportation agencies, among various other programs.
Holidays — The official City holidays are: New Year's Day; Memorial Day; Independence Day;
Labor Day; Thanksgiving Day; and Christmas Day. In addition, the City may direct a reduced
level of services on unofficial holidays and during holiday periods.
Late Cancellation — A scheduled passenger calls Arcadia Transit to cancel the trip less than one
(1) hour before the scheduled pick -up time.
Missed Trip — Any scheduled trip on which the vehicle arrives more than 60 minutes after the
scheduled pick up time regardless of an actual trip taken, or does not arrive at all.
No -Show — A scheduled passenger who does not appear at the designated location for vehicle
boarding within 90 seconds of an on -time vehicle arrival.
On -Time Pickup — For paratransit services, a vehicle shall be on -time if it arrives at the
designated pickup location no more than 15 minutes prior to the scheduled pickup time or no
more than 15 minutes after that time.
Service Area — The service area for Arcadia Transit includes all locations within the City of
Arcadia.
Subscription Service — Paratransit trips to and from the same origin and destination at the same
time and day at least once a week. Subscription services do not require the passenger to call in
their request for each trip; call only to cancel for one or more days.
Vehicle Service Hour — A Vehicle Service Hour shall be defined as any sixty minute increment
of time a vehicle is available for passenger transport within Arcadia Transit's established hours
of service. A vehicle is available for passenger transport from the time it arrives at its first pick-
up address and ends when it has completed its last passenger drop -off and is released from
service by the dispatcher, excluding any meal breaks, service breaks, mechanical breakdowns
and time a vehicle is down due to an accident. If the first scheduled pick -up is a no -show, the
vehicle arrival time shall still be used for computation of vehicle service hours, however, this
rule shall not apply to late trip cancellations. Vehicle service hours are also known as "revenue
service hours."
Vehicle Service Miles — The mileage incurred by a vehicle while operating a Vehicle Service
Hour.
Arcadia Transit Management and Operation — Professional Services Agreement A -2
Exhibit A I Scope of Services
SECTION 2 CITY DUTIES AND RESPONSIBILITIES
City shall accept the following responsibilities and perform the following duties with respect to
Arcadia Transit. To the extent reasonable and feasible, Contractor shall assist City in this regard.
2.1 System Planning and Administration
City shall be responsible for all activities relative to Arcadia Transit routes, schedules, days and
hours of operations, stop locations, street furnishings, preparation of planning documents,
budgets, grant applications and related documentation, and other such activities to overall system
administration. City shall make a reasonable effort to notify Contractor in advance of any road
closures, detours, parades, or other events under City jurisdiction that may interfere with Arcadia
Transit operations or require deviations from routes or schedules. Contractor and City shall
mutually agree upon such deviations.
2.2 Advertising and Promotion
City shall prepare, place, schedule, and pay for all advertising and promotional materials
designed to inform Arcadia Transit operations and to promote ridership.
2.3 Schedules, Passes, Tickets,
City shall prepare, print, and provide to Contractor all schedules, passes, tickets, and like
materials required by Arcadia Transit operations. Contractor shall distribute and disseminate
such materials in accordance with the provisions of the Agreement and any directions
supplemental thereto provided by City.
2.4 Fuel
City will reimburse Contractor for fuel supplied by Contractor utilizing a dispensing system,
approved by City, which accurately records all fueling purchases to allow City to reconcile all
fuel transactions by date and vehicle number. The City expressly reserves the right in its sole
discretion to establish fueling procedures as determined by City to be in City's best interest.
Contractor and all of its employees shall adhere to any and all operating, administrative, and
accounting procedures required by City in connection with all fueling operations.
2.5 Vehicles and Equipment
City shall provide to Contractor the vehicles and equipment set forth in TABLE 1, entitled
"Arcadia Transit Vehicles ". These vehicles and their associated equipment shall be used only
for activity directly related to the transit system covered by this Agreement unless otherwise
authorized, in writing, by City.
City shall register each vehicle to show its name as registered owner and the true name of the
legal owner thereof. City shall provide a valid copy of each vehicle registration to Contractor.
Arcadia Transit Management and Operation — Professional Services Agreement A -3
Exhibit A I Scope of Services
TABLE 1: Arcadia Transit Vehicles
Fleet
No.
Make /Model
Model
Year
Cap.
Vehicle I.D. Number
(VIN)
License
Number
Miles as
of
5/31/2009
Condition
19
Chev /Ca rice
1995
4
IGIBL52WOSR170431
370114
176,407
Fair
20
Ford E -450/ El Dorado
2004
12
1FDXE45S95HA36047
1215612
65,821
Good
21
Ford E -450/ El Dorado
2004
12
1FDXE45S05HA36048
1215617
80,933
Good
22
Ford E -450/ El Dorado
2004
12
1FDXE45S25HA36049
1180235
99,020
Good
23
Ford E -450/ El Dorado
2004
12
1FDXE45S65HA40332
1180236
66,157
Good
24
Ford E -450/ El Dorado
2004
12
1FDXE45S85HA40333
1215611
1 83,604
Good
25
Ford E -450/ El Dorado
2004
12
1FDXE45SX5HA40334
1215610
74,610
Good
26
Ford E -450/ Goshen
2004
20
1FDXE45SX5HA19130
1180237
52,226
Good
27
Ford E -450/ Goshen
2004
20
1FDXE45S15HA19131
1180209
79,872
Good
28
Ford E -450/ Goshen
2004
20
1FDXE45S75HA51811
1180210
91,035
Good
29
Ford E -450/ Goshen
2004
20
1FDXE45S95HA51812
1180211
96,888
Good
TBD*
Ford E -450/ El Dorado
2009
18
IFDFE45S99DA43038
In Process
1,518
Excellent
TBD*
Ford E -450/ El Dorado
2009
18
1FDFE45S09DA43039
In Process
26
Excellent
TBD*
Ford E -450/ El Dorado
2009
18
1FDFE45S79DA43040
In Process
1,431
Excellent
TBD*
Ford E -450/ El Dorado
2009
18
1FDFE45S79DA47198
In Process
1,442
Excellent
TBD*
Ford E -450/ El Dorado
2009
18
1FDFE45S99DA47199
In Process
1,425
Excellent
TBD*
For E -450/ El Dorado
2009
18
1FDFE45S19DA47200
In Process
1,426
Excellent
TBD*
Ford E -450/ El Dorado
2009
18
1FDFE45S39DA47201
In Process
1,478
Excellent
TBD*
Ford E -450/ El Dorado
2009
18
1FDFE45S79DA50960
In Process
1,429
Excellent
*Fleet Number to be determined and assigned by Contractor.
2.6 Radio Communication System
Arcadia Transit Vehicles are equipped with radio communications and Automatic Vehicle
Location systems. These systems are provided solely for the use of Arcadia Transit. Contractor
shall comply with all applicable federal statutes and regulations in connection with such use.
2.7 Farebox System
City will provide the farebox equipment with the vehicles. Contractor shall be responsible for
the maintenance of all farebox equipment. In addition, Contractor shall record all fares collected
and monthly provide proof of deposit to City.
2.8 Street Furnishings
City shall be responsible for the purchasing and maintenance of all transit related street
furnishings within the City limits. Contractor and its employees shall cooperate with City by
advising City of any such irregular conditions to street furnishings observed during Arcadia
Transit operations.
Arcadia Transit Management and Operation — Professional Services Agreement A -4
Exhibit A I Scope of Services
SECTION 3 — CONTRACTOR DUTIES AND RESPONSIBILITIES - OPERATIONS
Contractor shall perform the duties and accept the responsibilities set forth below in connection
with its operation of Arcadia Transit. The omission of a duty or responsibility herein below shall
not relieve Contractor of its obligation to perform such duty or accept such responsibility, so
long as it is usual, customary, and generally accepted within the public transportation industry as
being an integral element of operating a Dial -A -Ride public transportation system of a kind and
character such as Arcadia Transit.
3.1 Operations: General
Contractor shall provide the necessary management, technical, and operating services for the
operation of Arcadia Transit services as specified by City.
Contractor shall assist and cooperate with City in meeting the objectives of providing quality
transportation services. Contractor shall establish and maintain close liaison activities,
coordination, and cooperation with City on matters relating to operations, monitoring, reporting
and service performance measurements.
All facilities, equipment and services required in the operation and management of Arcadia
Transit shall be furnished by Contractor unless City specifically identifies an element of
equipment or aspect of service to be its responsibility.
3.2 Operations: Dial -A -Ride
Dial -A -Ride service shall be operated in strict accordance with the operating days and hours set
forth in the current "Arcadia Transit Policy and Procedure ", or any revisions thereto, and shall
respond to telephone requests for service within the Arcadia Transit service area illustrated in the
Service Guide or any revisions thereto.
Contractor is authorized to have as many as sixteen (16) vehicles in Dial -A -Ride service at a
given time depending on fluctuations in the demand for service. However, in no event will the
total annual service hours billed to the City exceed 27,000 in FY 2009 -10 and 30,000 thereafter,
without prior written authorization by the City Transportation Services Manager.
3.3 Special Services
In addition to regular Arcadia Transit operations, Contractor may from time to time upon
receiving specific written authorization by City, provide special transportation services within
the Los Angeles Urbanized Area using Arcadia Transit vehicles, provided that such special
services are determined by City to be in the public interest, do not interfere with regular Arcadia
Transit operations, and are in compliance with applicable federal and state statutes. Contractor
shall be entitled to compensation beyond the established maximum obligation for such services
at the normal rate per vehicle service hour specified in the Agreement.
Arcadia Transit Management and Operation — Professional Services Agreement A -5
Exhibit A I Scope of Services
3.4 Service Standards
Contractor shall strive at all times to provide service in a manner that will maximize productivity
and, at the same time, maximize customer service. Recognizing that the goals of productivity and
customer service levels may conflict, the following standards are intended to be reasonably
attainable by Contractor, fair to the customer, and consistent with City expectations (TABLE 2).
At the option of the City, City may enforce the penalties indicated for substandard performance.
Failure to enforce any penalty for any such substandard performance shall not serve to invalidate
said criteria nor preclude future enforcement of that penalty. City agrees that penalty for
Productivity [#I] will not be enforced for the first 90 days of this Agreement.
TABLE 2: Arcadia Transit Service Standards
Performance Criteria
Standard
Penalty
1. Service Productivity
Annual Average of 4.8 Passenger
Reduction of compensation by $1.00
Trips per Vehicle Service Hour
per VSH for each 0.1 VSH of the
month in which performance is
below the standard.
2. On -Time Performance
98% or better
$100 for each month that
performance is less than standard.
3. Wait Time for
50% of requests to be fulfilled within
$100 for each month that
Immediate Response
30 minutes; 100% of requests to be
performance is less than standard.
fulfilled within 60 minutes.
3. Failure to Wait
Minimum of 90 seconds after on -time
$100 per incident of failing to wait at
vehicle arrival
least 90 seconds.
4. Missed Trip
Arrival at pick -up location more than
$50 per incident
60 minutes late or not at all.
5. Vehicle Cleanliness
As defined in Scope of Services
$100 per incident
6. Vehicle Maintenance
As defined in Scope of Services
$100 per incident
7. Complaints
More than 5 legitimate complaints in
$100 for each month that
a calendar month
performance is less than standard.
8. Driver Uniform
As defined in Scope of Services
$50 per incident
9. GPPV Certificates
100% of drivers and vehicles to have
$100 per incident of driver or vehicle
valid GPPV certificates
in service without proper GPPV
certificate.
10. Report Submission
State and Federal as well as City's
$100 for each month that reporting is
required reporting
submitted late or incomplete.
Contractor and City shall periodically meet to evaluate performance of the system based upon
these standards. If the standards are not fulfilling their intended purpose, they shall be adjusted
based upon recommendations made by Contractor with concurrence and final decision by City.
Should it be found that Contractor's performance has contributed to Contractor's failure to
achieve these standards, Contractor shall take all reasonable actions requested by City to correct
deficiencies in performance. Should deficiencies persist, City may take whatever additional
action is necessitated by the circumstances and provided for in the Agreement of which this
Scope of Services is a part.
Arcadia Transit Management and Operation — Professional Services Agreement A -6
Exhibit A I Scope of Services
3.5 Operations Management
Contractor shall provide operations management at a level and capability sufficient to oversee its
functions and employees. Contractor shall designate and provide the services of a full -time
Project Manager who shall provide overall management and supervision of Arcadia Transit
operations under the terms of this Agreement. The Project Manager must have a minimum of
five years experience in public transportation operations and at least three years supervisory
experience. A bachelor's degree in a transportation or related field is preferred but not required.
The Project Manager shall work cooperatively with City's Transportation Services Manager in
matters relating to service quality, providing operational and other data as described in this
Scope of Services, responding to comments from Arcadia Transit and the general public, and
responding to specific requests for other assistance as the need arises. At least sixty percent
(60 %) of the Project Manager's time shall be dedicated to the management and supervision of
Arcadia Transit. _However, it is expected that Contractor shall do what is necessary to fulfill the
terms of this Agreement'.
Contractor shall assure City that the Project Manager designated for this project will not be
replaced without the written consent of City. Should the services of the Project Manager become
unavailable to Contractor, the rdsumd and qualifications of the proposed replacement shall be
submitted to City for approval as soon as possible, but in no event later than five (5) working
days prior to the departure of the incumbent Project Manager, unless Contractor is not provided
with such notice by the departing employee. City shall respond to Contractor concerning
acceptance of the candidate for replacement Project Manager. Should the position of Project
Manager remain unfilled for a period of thirty (30) days or more, the City may deduct the Project
Manager's compensation from Contractor's payments.
The Contractor shall further designate one or more Operations Supervisor(s) to assist the Project
Manager in carrying out all activities relative to Arcadia Transit operations.
The office of the Project Manager will be physically located at Arcadia Transit's operations
facility in Arcadia or another mutually agreed upon location. The Project Manager will be
expected to remain at the facility or otherwise within the Arcadia Transit service area as
appropriate to the maximum extent possible. At all times, the Project Manager or an Operations
Supervisor designated to act for the Project Manager, shall be available either by phone or in
person to make decisions regarding day -to -day Arcadia Transit operations and provide
coordination as necessary, and shall be authorized to act on behalf of Contractor regarding all
matters pertaining to this Scope of Services.
3.6 Employee Selections and Supervision
Contractor shall be responsible for the employment and supervision of all employees necessary
to perform Arcadia Transit operations. Such responsibilities shall include employee recruitment,
screening, selection, training, supervision, employee relations, evaluation, retention and
termination.
Arcadia Transit Management and Operation — Professional Services Agreement A -7
Exhibit A I Scope of Services
Contractor shall use appropriate driver screening and selection criteria in order to employ
drivers. These criteria will include Department of Motor Vehicles license check and physical
examination sufficient to meet all applicable requirements for Arcadia Transit vehicle operations.
Contractor shall develop, implement, and maintain an employee substance abuse /alcohol abuse -
testing program, subject to City approval, for all employees in safety- sensitive positions
including personnel engaged in the operation, and control of Arcadia Transit vehicles and
equipment. Such program will meet all applicable federal requirements promulgated to
implement the Omnibus Transportation Employee Test Act of 1991 and related supplements and
amendments.
Contractor shall make all reasonable efforts to ensure that employees having contact with the
public in the course of their duties are of good moral character. Any such employee who is
convicted of a felony or a crime involving moral turpitude before or during the time of his /her
employment shall not be permitted to continue to hold a position of employment involving
contact with the general public.
Contractor shall be responsible to recruit a sufficient number of multi - lingual employees and/or
to provide multi - language assistance to the public to ensure that the Limited English Proficiency
Compliance requirement under Title VI of the Civil Rights Act of 1964 is met.
Contractor shall at all times comply with applicable state and federal employment laws,
including section 1735 of the California Labor Code and Title VI of the Civil Rights Act of
1964, as amended.
3.7 Training of Drivers and Operations Personnel
Contractor shall develop, implement, and maintain a formal training and retraining program that
shall be subject to review and approval by City.
An outline of the training program, including periodic updates, shall be submitted to City within
60 days of the Agreement execution and shall be on file in the office of the City's Transportation
Services Manager. All drivers, dispatchers, telephone information personnel, and supervisors
shall participate in the program.
Contractor shall implement and maintain a specific training and retraining program for all
drivers. The program must provide a fixed minimum number of hours of training for new
employees, including classroom instruction, behind the wheel training under supervision of a
certified instructor, and in- service training. The program shall include, but not be limited to,
instruction covering applicable laws and regulations and defensive driving practices, Arcadia
Transit operating policies and procedure, employee work rules, vehicle safety inspection,
equipment care and maintenance, customer relations and passenger conduct. Drivers shall be
trained to operate all vehicle types, wheelchair lifts and lock systems, and other equipment that
may be expected to be used in the Arcadia Transit Dial -A -Ride services.
Arcadia Transit Management and Operation — Professional Services Agreement A -8
Exhibit A I Scope of Services
All drivers shall be certified as having completed Contractor's formal training course for new
drivers as approved by City, and be licensed with a valid California Class B operator's license
with appropriate certification(s) and medical card. All drivers of demand response (Dial -A-
Ride) vehicles shall possess a California General Public Paratransit Vehicle Certificate (CGPP).
Drivers shall meet all applicable requirements as established by the California Highway Patrol
(CHP).
Contractor shall prepare and furnish to City for approval prior to initiation of service an
Employee Handbook. The Employee Handbook will be provided to all drivers, dispatchers,
telephone operators, and supervisors and shall include, at a minimum, the following subject
areas: driver's rules; accident/incident policies; radio policies and procedures; farebox policies
and procedures; fog and inclement weather policy; vehicle inspection, care and maintenance
policy and procedures, reporting procedures and pertinent sample forms; federal mandated Drug
and Alcohol /Drug Free Work Place Policies.
Contractor shall prepare and furnish to City for approval prior to initiation of service a Customer
Service and Sensitivity Training Program. Dispatchers, telephone operators, supervisors, and
any other personnel who may from time to time be assigned to provide telephone information on
the Dial -A -Ride telephone reservation lines shall be trained and annually re- trained in customer
relation skills, telephone manners, accident/incident procedures, fares, Dial -A -Ride reservation
procedures, Access Services information numbers, and operating policies. Operations control
personnel assigned to Dial -A -Ride trip scheduling and vehicle dispatching duties shall have a
detailed knowledge of applicable procedures and professional techniques.
3.8 Driver's Responsibilities
Drivers will, when requested by City, hand out notices to passengers or otherwise render
assistance in City's customer relations, promotion, monitoring, and supervisory functions.
Drivers will be required to honor special passes; collect, cancel and/or validate passes and tickets
as determined by City. Drivers will verify cash fares deposited in farebox, but will not handle
money. Drivers will record ridership information in accordance with National Transit Data
(NTD) reporting procedures.
3.9 Uniforms
Drivers and other operating staff shall be in uniform at all times while in service or otherwise on
duty. Contractor shall provide driver uniforms to its employees. The design, type, and logo of
the uniforms shall be subject to City's approval, and must be unique to Arcadia Transit.
Uniforms cannot be generic to Contractor's company. Drivers shall be required to maintain a
neat and clean appearance at all times while on duty.
Contractor employees shall not transact other than incidental personal business while in uniforms
identifying them as Arcadia Transit staff and shall not purchase, possess or consume intoxicating
beverages while in uniform.
Arcadia Transit Management and Operation — Professional Services Agreement A -9
Exhibit A I Scope of Services
3.10 Safety and Security Program
Contractor shall assume full responsibility for assuring that the safety of passengers, operations
personnel, and City's vehicles and equipment are maintained at the highest possible level
throughout the term of this Agreement. Contractor shall comply with all applicable FTA, CHP
and OSHA requirements.
Contractor shall develop, implement, and maintain in full compliance with California Law (SB
198) a formal safety illness and injury prevention program including periodic safety meetings,
participation in safety organizations, safety incentives offered by Contractor to drivers and other
employees, and participation in risk management activities under the auspices of Contractor's
insurance carrier or other organization.
Contractor shall provide a copy of said Safety Program, including evidence of compliance with
SB -198, and subsequent program update as well as safety meeting notice /minutes and safety
communications to City.
Contractor shall participate in the State of California Department of Motor Vehicles "Employer
Pull Program" for appropriate monitoring of employer driver license activity.
Contractor will require all drivers, control room personnel, vehicle maintenance mechanics, and
supervisors to participate in the safety program.
Contractor shall develop, implement and maintain Security and Emergency Management
Program in accordance with the State and Federal provisions. Contractor shall provide a copy of
said Security and Emergency Management Program prior to initiation of service, and provide
program updates to City subsequently.
3.11 Road Supervision
Contractor shall provide road supervision as necessary to monitor drivers and vehicles and assist
drivers in revenue service.
3.12 Accident, Incident, and Complaint Procedures
Prior to initiating services under this agreement, Contractor shall develop, implement and
maintain formal procedures, subject to City review and approval, for response to accidents,
incidents, service interruptions, and complaints. Such occurrences to be addressed include, but
are not limited to: vehicle accidents, passenger injuries, passenger disturbances, in- service
vehicle failures, lift failures of vehicles in service, and Dial -A -Ride vehicles operating more than
thirty (30) minutes behind promised schedule. All traffic accidents involving transit system
vehicles, irrespective of injury, shall be reported to the Arcadia Police Department or Highway
Patrol, as appropriate. Contractor will advise such agency of the accident and request a police
unit to investigate the accident.
Arcadia Transit Management and Operation — Professional Services Agreement A -10
Exhibit A I Scope of Services
The City Transportation Services Manager shall be notified in writing by Contractor of all
accidents and incidents resulting in loss or damage to City property or involving minors within
24 hours. In cases involving injury, Contractor shall notify City Transportation Services
Manager. In the event City Transportation Services Manager is not available, Contractor shall
notify City Development Services Director immediately upon receipt by Contractor of such
information.
3.13 Vehicle Scheduling and Dispatching
Contractor shall utilize a systematic, computer- assisted method to schedule and transport
passengers using Dial -A -Ride vehicles. The method should be capable of accommodating both
advanced reservations and requests for immediate service and of integrating all demand for
service into efficient vehicle tours that maximize productivity and assure service quality to levels
prescribed in this Scope of Services.
Contractor shall provide an adequate fixed number of persons to staff the Dial -A -Ride
scheduling and system vehicle dispatching functions. These persons shall also be responsible for
maintaining radio control with all vehicles in service and for maintaining the daily dispatch log
to be proposed by Contractor.
3.14 Operations and Maintenance Facility
Contractor shall provide services from its current location at 3650 Rockwell Avenue, El Monte,
CA 91731. If a need for facility relocation arises, Contractor shall be responsible for securing,
establishing and maintaining a facility that is located within the City of Arcadia or no more than
three (3) miles outside of the city limits. Contractor may share the facility with other client
agencies with similar services so as long as Contractor provides Arcadia Transit's needs.
At a minimum the Arcadia Transit operations and maintenance facility shall have the following:
• An enclosed workspace sufficient to allow maintenance personnel to service at least three (3)
25' Dial -A -Ride vehicles and be protected from the weather.
• A paved shop floor capable of withstanding the weight of the Arcadia Transit vehicles.
• Adequate area to clean the vehicles in accordance with the Agreement.
• Adequate secured storage area for tools, equipment and parts.
• A security- fenced, paved and lighted area for overnight vehicle parking with adequate space
for all vehicles.
• Adequate appropriately equipped space for administrative personnel, dispatching and
information staff, driver lounge or ready room, and training /safety meetings.
• A furnished control room, including maps, cue boards, time clock, adequate desks, tables,
chairs, and other equipment as may be appropriate.
3.15 Telephone Reservation and Information System
Contractor shall provide telephone equipment and all telephone information and dispatch
personnel necessary to effectively respond to incoming calls at a quality and level consistent with
Arcadia Transit Management and Operation — Professional Services Agreement A -11
Exhibit A I Scope of Services
Arcadia Transit patron demand, and in strict accordance with the operating days and hours set
forth in the "Arcadia Transit Policy and Procedure ", or any revisions thereto.
Contractor shall make special efforts to respond to telephone service and information requests
from deaf or non - English speaking patrons of Arcadia Transit. Contractor will provide TDD
equipment for communications with deaf patrons, and will provide bilingual telephone
information personnel or assistance for at least eight hours per operating day. An answering
machine shall be available for recording trip requests for the Dial -A -Ride service when the
administrative and dispatch offices are closed.
Contractor will provide its own telephone system using the current Arcadia Transit reservations
number of (626) 445 -2211 and a TTD number of (626) 445 -2522. Upon termination of the
Agreement of which this Scope of Services is a part, City reserves the rights to the Arcadia
Transit telephone numbers as indicated above herein, and Contractor agrees to transfer of said
telephone numbers.
Contractor will be required to provide an Automatic Call Sequencer unit which will answer all
service request calls, hold the calls in a queue if they cannot be immediately answered by a
reservation agent or scheduler, and cause the calls in queue to be answered in the order in which
they were received. The Sequencer unit shall capture and allow for the reporting of data on
telephone system performance, including, but not limited to: total calls received; total of
abandoned calls; average time on hold; and maximum time on hold, which shall be reported
monthly to City.
3.16 Fares and Fare Collection
City shall establish all fares of any kind or character to be paid by Arcadia Transit patrons.
Contractor shall ensure that each patron pays the appropriate fare prior to being provided
transportation service. All cash fares will be paid by patrons in the exact amount due for their
appropriate fare classification and shall be deposited by patrons in fareboxes provided by City
with each vehicle. Contractor will collect or otherwise process in the manner directed by City all
non -cash fares (transfers, passes and like). All fares collected are the sole property of City.
Contractor shall, in accordance with a procedure specified by City, account for revenues
collected on Dial -A -Ride vehicles and deposit such revenues on an acceptable basis into a local
bank account approved by City for that purpose. City reserves the right to audit fare revenue
collection and accounting at reasonable times without prior notification to Contractor.
3.17 Ticket Sales
City may elect to sell or provide tickets to Arcadia Transit patrons. Contractor shall collect,
record, and deposit ticket sales according to instructions of the City.
Arcadia Transit Management and Operation — Professional Services Agreement A -12
Exhibit A I Scope of Services
3.18 Books, Records, and Reports
Contractor shall maintain all books, records, documents, accounting ledgers, and similar
materials relating to work performed for City under this Agreement on file for at least three (3)
years following the date of final payment to the Contractor by City. Any duly authorized
representative(s) of City shall have access to such records for the purpose of inspection, audit,
and copying at reasonable times, during Contractor's usual and customary business hours.
Contractor shall provide proper facilities to City representative(s) and City shall be permitted to
observe and inspect any or all of Contractor's facilities and activities during Contractor's usual
and customary business hours for the purposes of evaluating and judging the nature and extent of
Contractor's compliance with the provisions of this Agreement. In such instances, City's
representative(s) shall not interfere with or disrupt such activities.
Contractor shall collect, record, and report to the City on a quarterly basis all accounting data for
the Arcadia Transit operation in accordance with Level C of the Uniform Financial and
Reporting Elements (FARE) as required under National Transit Database (formerly Section 15)
of the Federal Transit Act, and Section 99243 of the California Publics Utilities Code, as each of
the foregoing are now in force or may hereafter be amended. All worksheets and detail
information used to prepare these reports shall be available to City within one month after the
close of the applicable quarter.
Contractor shall collect, record, and report on a monthly basis all operational data required by
City in a format approved by City. Such data shall include, but is not limited to: statistics
required under the National Transit Database (NTD) of the Federal Transit Act, as amended;
passenger count data by fare category, vehicles hours, vehicle miles, vehicle revenue hours,
vehicle revenue miles, passengers per hour, wheelchair boarding and Dial -A -Ride passenger no-
shows and cancellations. Contractor shall provide passenger mile sampling data in accordance
with a method approved by the FTA for NTD purposes.
Information concerning vehicle activity shall be collected daily on the Dial -A -Ride driver's log,
route drivers report, dispatch log, and/or other forms as developed by Contractor and approved
by City, and shall be summarized daily on the Operations Summary.
The operations data shall be collected and compiled daily, weekly, monthly, quarterly, and
annually; and shall provide reports according to the individual routes, modes and total system.
Individual totals shall be provided for peak -hour services, Bus System Improvement Plan (BSIP)
services, weekdays, Saturdays and Sundays.
Daily logs, reports, and summaries shall be available for City review at the operations facility by
3:00 PM of the next business day following data collection. Farebox revenue /actual cash count
reconciliation reports shall be available for City review by 10:00 a.m. of the next business day
following data collection. Monthly reports shall be forwarded to City no later than the 10th of the
following month.
Arcadia Transit Management and Operation — Professional Services Agreement A -13
Exhibit A I Scope of Services
3.19 System Promotion
Contractor shall not be responsible to undertake any advertising or promotional activities on
behalf of Arcadia Transit of any kind or character. Contractor shall, however, cooperate with
City in any such activities initiated by City by making available needed equipment, facilities, and
personnel at no cost or expense to City. Contractor also shall dispense Arcadia Transit
informational publications, respond to patron requests for information, act as liaison and provider
of information with and to community agencies and groups, and do all other things to assist and
support City's advertising and public informational efforts.
3.20 System Recommendations
Contractor shall continually monitor Arcadia Transit operations, facilities, and equipment; and
shall, from time to time and as warranted, advise City and make recommendations to it based
upon observed deficiencies and needed improvements. City shall retain all authority, however,
to make determinations and to take action on such recommendations.
3.21 Emergencies; Natural Disasters
In the event of an emergency or natural disaster, Contractor shall make available, to the
maximum extent possible, Arcadia Transit vehicles and facilities to assist City in ameliorating
such incidents. To the extent City requires Contractor to provide such emergency vehicles and
facilities, Contractor shall be relieved of the obligation to fulfill the duties and responsibilities to
operate Arcadia Transit hereinabove contained.
Arcadia Transit Management and Operation — Professional Services Agreement A-14
Exhibit A I Scope of Services
SECTION 4: CONTRACTOR DUTIES AND RESPONSIBILITIES:
MAINTENANCE
City's maintenance goals and objectives include extending vehicle life, reducing the frequency
of road calls, reducing safety risks, and meeting state and federal requirements. Contractor shall
perform the duties and accept the responsibilities set forth below in connection with the
maintenance of Arcadia Transit vehicles and equipment. The omission of a duty or
responsibility herein below shall not relieve Contractor of its obligation to perform such duty or
accept such responsibility, so long as it usual, customary and generally accepted within the
public transportation industry as being an integral element of operating a Dial -A -Ride public
transportation system of a kind and character such as Arcadia Transit.
4.1 Maintenance — General
Contractor shall prepare and furnish to City a Maintenance Program prior to initiation of
services. Contractor shall update the Maintenance Program and provide a copy to City whenever
a mix of new vehicles or new technology occurs. Contractor shall perform maintenance
activities in accordance with the said Maintenance Program. Contractor shall be responsible for
the maintenance of all vehicles, communication systems, farebox system, and all other
equipment, furnishings, and accessories required in connection with its operation of Arcadia
Transit in a clean, safe, sound, and operable condition at all times, and fully in accordance with
any manufacture- recommended maintenance procedures and specifications, as well as with the
applicable requirements of any federal or state statutes or regulations. Contractor shall comply
with ADA requirements by performing daily inspection and repair of lifts and accessibility
equipments, and monthly reporting deficiencies or breakdowns as well as mitigating actions. In
this regard, Contractor shall provide all labor, repairs, parts, supplies, maintenance tools and
equipment, lubricants, solvents, service facilities and such other components, and services which
may be required to fulfill its maintenance responsibilities, at Contractor's sole cost and expense.
4.2 Vehicles and Equipment
Upon commencement of this Agreement, City will deliver City -owned vehicles and equipment
as identified in Section 2.5 of this Scope of Services to Contractor at an agreed upon location
ready for use, fully equipped with no deferred maintenance or damage. The Turnover Procedure
outlined herein below shall be followed during this turnover period.
In the event that City provides Contractor with additional vehicles and/or equipment at future
times, TABLE 1, Section 2.5 of this Scope of Services, shall be amended in the manner provided
hereinabove for amendments to this Agreement and Contractor shall acknowledge receipt of
such additional items upon their delivery to and acceptance by Contractor.
Contractor shall, at its sole expense, repair and replace any City -owned equipment that may be
damaged or lost by reason of collision, negligence, abuse, vandalism, or other like cause.
However, in no event shall Contractor's liability exceed actual cash value of vehicle(s) and
equipment so damaged.
Arcadia Transit Management and Operation — Professional Services Agreement A -15
Exhibit A I Scope of Services
Upon termination of the Agreement, Contractor shall return all City -owned vehicles and
equipment to City's Maintenance Service Yard for use, with no deferred maintenance or damage.
The Turnover Procedure outlined herein below shall be followed during this turnover period. In
the event that Contractor returns Arcadia Transit vehicle(s) and /or equipment to City with
deferred maintenance or damage, City shall determine the cost to correct such deficiency(s) and
City may, at its discretion, use withheld funds from Contractor's final payment. City may, at its
discretion, use withheld funds to correct and resolve deferred maintenance and damage as
necessary to bring fleet into compliance with acceptable standards for turnover.
4.3 Maintenance and Operations Facility
Contractor shall establish and maintain an operations and maintenance facility as detailed in
Section 3.14 herein. In addition to those requirements, said facility shall, at a minimum, provide
the following requirements to support the maintenance of Arcadia Transit vehicles:
• Maintenance pit or lifts so maintenance personnel can service and inspect the
undercarriage of the vehicles.
• A compressed air supply
• Tire changing equipment
• Battery maintenance equipment
• Lubrication equipment
• Engine diagnostic equipment
• All tools and equipment necessary to perform periodic repairs and the preventive
maintenance activities for gasoline powered vehicles.
• All tools and equipment necessary to perform periodic service and adjustments and
make mechanical repairs.
• Facilities and equipment necessary to clean the vehicles and equipment in accordance
with the specifications.
4.4 Maintenance Management and Personnel
4.4.1 Maintenance Management
Contractor shall designate and provide the services of a qualified Maintenance Manager,
subject to the approval of City. This individual may be the lead mechanic and shall be
assigned to Arcadia Transit maintenance operations on an acceptable fleet to mechanic
ratio.
The Maintenance Manager shall provide proactive resource management including but
are not limited to: preventive maintenance scheduling and supervision, repair supervision,
technical training, and such other activities as may be necessary to ensure the
performance of Contractor maintenance duties and responsibilities.
Arcadia Transit Management and Operation — Professional Services Agreement A -16
Exhibit A I Scope of Services
The Maintenance Manager shall have a minimum of three years experience managing the
maintenance functions of a Dial -A -Ride shop similar in size and complexity to the
services herein described.
The Maintenance Manager shall have a minimum of five years journeyman level
experience with gasoline engines, air conditioning systems, wheelchair lifts, and farebox
systems. This experience shall include work on Dial -A -Ride type gasoline vehicles.
The Maintenance Manager shall have experience supervising the work of other
Maintenance Personnel.
Should the services of the Maintenance Manager become unavailable to Contractor, the
resume and qualifications of the proposed replacement shall be submitted to City for
approval as soon as possible, but in no event later than five (5) working days prior to the
departure of then incumbent Maintenance Manager, unless Contractor is not provided
with such notice by the departing employee. City shall respond to Contractor within
three (3) working days following receipt of these qualifications concerning acceptance of
the candidate for replacement Maintenance Manager.
4.4.2 Maintenance Personnel- General
Maintenance personnel assigned to work on City -owned vehicles and equipment shall
have thorough knowledge of.
• Engines, transmissions, and related mechanical equipment.
• Methods and procedures used in servicing mechanical equipment.
• Vehicle chassis and bodies.
• Tools, precision, instruments, equipment, and procedures used in general repair and
maintenance of vehicle equipment.
• Decimals, fractions, and specifications related to vehicle mechanics.
• Specialized areas such as painting, upholstering, brakes, air conditioning, wheelchair
lifts, fareboxes and electronics.
4.4.3 Maintenance Personnel Skills
Maintenance Personnel shall have the following skills:
• Conduct preventive maintenance inspections and complete associated paperwork.
• Inspect vehicle engines, transmissions, and other mechanical, electric, and electric
parts and components.
• Diagnose vehicle engine, transmission, electrical and electric component system
problems.
• Repair vehicle engines, transmissions, and other mechanical, electric, and electronic
parts and components.
Arcadia Transit Management and Operation — Professional Services Agreement A -17
Exhibit A I Scope of Services
4.5 Environmental Compliance
For the purposes of this Section:
"Applicable Environmental Laws" means any and all laws concerning the
protection of human health and the environment which include, but will
not be limited to, the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. §§ 9601 et sec.; the Resource
Conservation and Recovery Act, 42 U.S.C. §§ 6901, et sec .; the Federal
Water Pollution Control Act, 33 U.S.C. § §1251 et M.; the Clean Air
Act, 42 U.S.C. §§ 7401 et M.; the Hazardous Materials Transportation
Act, 49 U.S.C. §§ 1471 et M.; the Toxic Substances Control Act, 15
U.S.C. §§ 2601 through 2629; and the Safe Drinking Water Act, 42
U.S.C. §§ 300f through 300j; as they have been or will be amended from
time to time, and the regulations implementing such statutes; and any
similar state, county, municipal or other local laws and ordinances
concerning the protection of human health and the environment and the
regulations implementing such statutes.
"Hazardous Substance(s)" means any substance, material, chemical or
waste that is or will be listed or defined as hazardous, toxic or dangerous
under any Applicable Environmental Law, or any petroleum products, or
any substance, material, chemical or waste which is or may become,
directly or indirectly, by chemical reaction or otherwise, hazardous, toxic
or dangerous to life, health, property or the environment by reason of
toxicity, flammability, explosiveness, corrosivity or any other reasons.
In performing its maintenance obligations under this AGREEMENT, CONTRACTOR shall be
responsible for the proper storage, handling, use, transportation and disposal of all Hazardous
Substances in accordance with Applicable Environmental Laws, including without limitation, all
lubricants, solvents, motor oil and other petroleum products. CONTRACTOR shall only dispose
of such materials at facilities which are permitted or licensed in accordance with Applicable
Environmental Laws. Furthermore, in the event that CONTRACTOR engages the services of a
disposal company for the transportation and disposal of any Hazardous Substances,
CONTRACTOR shall ensure that such company is properly licensed and that it transports and
disposes of Hazardous Substances in accordance with the terms of this AGREEMENT.
CONTRACTOR shall maintain procedures for its employees and any subcontractors who handle
Hazardous Substances and shall retain records regarding compliance with the responsibilities
contained herein.
Arcadia Transit Management and Operation — Professional Services Agreement A -18
Exhibit A I Scope of Services
4.6 Maintenance Technical Training
Contractor shall provide technical training of maintenance personnel necessary to insure a
consistent level of current, thorough knowledge in the maintenance and repair of the several
types of vehicles and equipment used in Dial -A -Ride service, including air conditioning systems,
wheelchair lifts, and other ancillary equipment.
4.7 Preventive Maintenance
Contractor shall document and submit a proactive, preventive maintenance program for review
and approval by City prior to the effective date of this Agreement. As a minimum, Contractor's
preventive maintenance program shall adhere to the preventive maintenance schedules and
standards of the industry, and shall be sufficient so as not to invalidate or lessen warranty
coverage of any Arcadia Transit vehicle or associated equipment. Adherence to preventive
maintenance schedules shall not be regarded as reasonable cause to defer maintenance in specific
instances where Contractor's employees observe that maintenance is needed in advance of
scheduled maintenance.
Contractor shall not defer maintenance for reasons of shortage of maintenance staff or operable
vehicles, nor shall service be curtailed for the purpose of performing maintenance without prior
written consent of City. Preventive maintenance and running repairs shall receive first priority in
the use of Contractor's maintenance resources. Contractor shall adjust the work schedules of its
employees as necessary to meet all scheduled services and complete preventive maintenance
activities according to the schedule mandated by the federal and state.
4.8 "Late" and "Missed" Preventive Maintenance Inspections
Contractor shall maintain stated intervals between inspections and between "Like" inspections.
Should the Contractor's PMI schedule consist of a 3k inspection, 6k inspection, 12k inspection
and 24k inspection, then the distance between one 6k and the next consecutive 6k constitutes the
distance between "Like" inspections.
Any PMI inspection completed more than 500 miles past PMI Mileage interval is considered
"Late ". Any PMI inspection completed more than 500 miles past its "Like" PMI mileage
interval is considered "Late ".
Any PMI inspection completed more than 750 miles past PMI Mileage interval is considered
"Missed ". Any PMI inspection completed more than 750 miles past its "Like" PMI mileage
interval is considered "Missed ".
"Missed" PMI's shall result in that vehicle being "non - serviceable" and all days operated in
revenue service under such condition shall be considered non - revenue days for the vehicle with
the "Missed" PMI.
Arcadia Transit Management and Operation — Professional Services Agreement A -19
Exhibit A I Scope of Services
4.9 General Public Dial -A -Ride Vehicle Maintenance Schedule
In addition to the above requirements for inspection, GPPV vehicles shall meet the requirements
of sections in 13 CCR that apply only to those types of vehicle operations. All GPPV vehicles
shall be maintained in compliance with all federal and state regulations governing their
operation.
4.10 Mechanical Maintenance Program
Contractor shall be responsible for the safe and efficient maintenance of all equipment required
in connection with its operation of Arcadia Transit in a clean, safe, sound, and operable condition
at all times, and fully in accord with any Original Equipment Manufacturer (OEM)
Specifications and Requirements, in strict conformity to Contractor's City Approved Preventive
Maintenance Program, applicable requirements of any federal or state statute, and CHP
regulations and orders. City equipment includes, but is not limited to, the following:
• Vehicles and equipment
• Communication systems
• Farebox equipment
• All other City provided equipment, furnishings, and accessories
Contractor's duty and responsibility to maintain all vehicles and equipment shall not be
delegated to any other person, firm or corporation.
All parts, materials, tires, lubricants, fluids, oils and procedures used by Contractor on all
Arcadia Transit vehicles and equipment shall meet or exceed OEM Specifications and
requirements. All parts installed by Contractor on Arcadia Transit vehicles and equipment shall
become property of City.
The Maintenance Manager shall implement a proactive Quality Assurance Plan, subject to the
approval by City, to verify the quality of work performed.
Contractor, at its sole cost and expense, shall provide all:
• Labor
• Repairs
• Parts
• Supplies
• Maintenance tools and equipment
• Lubricants
• Maintenance
• Cleaning
• Major Components
• Component rebuilding and replacement
• Service facilities and such other components, facilities, and services that may be required
to fulfill its maintenance responsibilities pursuant to this Agreement.
Arcadia Transit Management and Operation — Professional Services Agreement A -20
Exhibit A I Scope of Services
4.11 General Maintenance Policies
• All wheelchair lift - related equipment shall be inspected, serviced and lubricated at
intervals necessary to insure that the wheelchair lifts are fully operational whenever the
vehicle is used in revenue service.
• Brake inspections and adjustments shall be performed at intervals that insure the safe and
efficient operation of the braking system.
• All components of the vehicle bodies, appurtenances, and frames shall be maintained in a
safe, sound and undamaged condition at all times. Damage (including body, glass, and
all appurtenances) shall be repaired in a professional manner within three weeks (21
calendar days) of occurrences.
• All mechanical, electrical, fluid, air, and/or hydraulic systems shall be maintained in a
safe and fully functional, as designed, condition at all times.
• The interior passenger compartment shall be free of exhaust fumes from the engine,
engine compartment, and exhaust system of the vehicle.
• Heating, ventilation and air conditioning (HVAC) systems shall be maintained and used
to insure that the passenger compartment temperature is comfortably maintained under all
climatic conditions at all times on all in- service hours. Contractor shall maintain the A/C
systems in an operable condition throughout the entire year.
• Seats shall be maintained in proper operating condition at all times. All rips, tears, cuts,
gum, graffiti and other damage shall be cleaned or repaired in a professional manner
immediately upon their discovery. Contractor shall replace seat covers that are worn or
cannot be professionally repaired, using materials that are identical in design and color as
those materials being replaced.
• Farebox systems shall be maintained in proper operating condition at all times.
4.12 Vehicle Repair
All repairs to Arcadia Transit vehicles shall be performed by Contractor or other vendors and
suppliers who are subject to prior approval by City. Repairs shall include, but are not limited to,
work to correct loss or damage; adjustments due to normal wear and tear; and overhaul,
rebuilding or replacement of components. Repair work shall be conducted as soon as practicable
upon learning that such work is required. Contractor shall perform repair work expeditiously in
response to identification of problems by drivers or other staff members. Contractor shall assure
City that required repairs shall not be deferred beyond a reasonable time.
Contractor shall be familiar with vehicle and equipment warranties and shall comply with all
warranty provisions in the conduct of its maintenance functions.
4.13 Parts Inventory
Contractor shall establish and maintain an ongoing parts inventory sufficient to minimize vehicle
downtime and ensure that peak vehicle requirements are met.
Arcadia Transit Management and Operation — Professional Services Agreement A -21
Exhibit A I Scope of Services
4.14 Tools and Equipment
All tools and equipment used for Arcadia Transit maintenance shall be provided and maintained
by Contractor.
4.15 Vehicle Towing
In the event that towing of any Arcadia Transit vehicle is required due to mechanical failure or
damage, Contractor shall be responsible to provide such towing at Contractor's sole expense.
4.16 Emissions Control Programs
Contractor shall perform and certify such tests of equipment required to meet City, other local,
State, and Federal requirements related to exhaust smoke and engine emissions.
Contractor shall be responsible to maintain any applicable California Air Resources Board
(CARB) Voluntary Compliance Program objectives subject to Arcadia Transit operations.
Contractor shall be responsible for administration of a Smog Check program for Arcadia Transit
vehicles. Contractor shall be responsible for emissions testing, and shall further be responsible
to conduct repairs as required to meet emissions standards.
4.17 Daily Vehicle Servicing
Contractor shall perform daily vehicle servicing to all Arcadia Transit vehicles and equipment
used in revenue service. For purposes of this Agreement, daily servicing shall include, but will
not be limited to:
• Fueling
• Engine oil, coolant, water and transmission fluid check/add
• Farebox check
• Wheelchair lift check
• Brake check
• Light and Flasher check
• Interior sweeping and dusting
• Exterior and interior visual inspection
• Check all vehicle performance defects reported by drivers to identify potential safety and
reliability items requiring immediate attention.
Contractor shall develop, implement, and maintain a written checklist of items including in the
daily servicing of each vehicle. The checklist shall be utilized and kept on file for City and
California Highway Patrol review. This checklist requirement may incorporate or supplement
CHP required driver's pre -trip safety inspections.
Arcadia Transit Management and Operation — Professional Services Agreement A -22
Exhibit A I Scope of Services
4.18 Daily Driver's Inspection
13 CCR 1234 lists the records required by regulation to be kept by motor vehicle carriers.
Section 1234, 13 CCR reads, in part: (e) Daily Vehicle Inspection Reports: Motor carriers shall
require drivers to submit a documented daily vehicle inspection report pursuant to section
1215(b). Reports shall be carefully examined, defects shall be corrected before the vehicle is
driven on the highway, and carriers shall retain such reports for at least one month.
13 CCR 1215 (a) reads: "Prior to operation, the driver shall inspect each vehicle daily to
ascertain that it is in safe condition, it is equipped as required by all provisions of law, and all
equipment is in good working order." The requirement to perform a daily pre -trip inspection
applies to all drivers of all vehicles listed in 34500 CVC, without exception. There is no legal
provision for this task to be delegated to someone other than the driver, such as to a mechanic
who may arrive at work early to start all of the vehicles and "check them out ".
The Drivers Daily Vehicle Inspection Report is not required to be submitted or otherwise
documented until the end of the driver's work period. This is so that any defects that become
apparent during the course of the work period can be included in the report. This report is
required whether or not any defects are found.
4.19 Vehicle Cleaning
Contractor shall maintain Arcadia Transit vehicles in a clean and neat condition at all times.
The interior of all vehicles shall be kept free of litter and debris to the maximum practicable
extent throughout the operating day. Vehicles shall be swept and dusted daily. Interior panels,
windows, and upholstery shall be cleaned of marks as necessary. The interiors of all vehicles
shall be thoroughly washed at least once per week, including all windows, seats, floor,
stanchions and grab rails. All foreign matter such as gum, grease and dirt shall be removed from
interior surfaces during the interior cleaning process. Any damage to seat upholstery and graffiti
shall be repaired /removed immediately upon discovery. Ceilings and walls shall be thoroughly
cleaned at least once per month, or more often as necessary.
Exteriors of all Arcadia Transit vehicles shall be washed as required to maintain a clean, inviting
appearance and in no event less than once per week. Exterior washing shall include vehicle
body, all windows and wheels. Rubber or vinyl exterior components such as tires, bumper fascia,
fender skirts and door edge guards shall be cleaned and treated with a preservative at least once
per month, or as necessary to maintain an attractive appearance.
Vehicles shall be kept free of vermin and insects at all times. Contractor shall exterminate all
vermin and insects from all vehicles immediately upon their discovery, utilizing safe and non-
hazardous materials.
Arcadia Transit Management and Operation — Professional Services Agreement A -23
Exhibit A I Scope of Services
4.20 Maintenance Evaluations
Contractor shall allow City to access to Contractor's facilities and records to monitor
Contractor's maintenance performance, as City deems necessary. City may perform regular,
unannounced maintenance inspections of vehicles and equipment maintained by Contractor that
are used in this project using both City personnel and independent consultants to assist in
determining Contractor's maintenance performance. City shall be permitted to view and copy
any vehicle maintenance records, inspect vehicles and equipment, and request Contractor
personnel to drive vehicles as is necessary to evaluate the condition of vehicles and equipment
used in the performance of this Agreement.
4.21 Out -of- Service Designation
A vehicle shall be designated as unfit for revenue service if, upon inspection, any of the
following conditions are found:
• Brakes out of adjustment
• Loose steering components
• Wheelchair lift and related equipment not functioning properly
• Air conditioner unable to maintain a temperature 20 degrees Fahrenheit lower than an
ambient 72 degree Fahrenheit
• Heating or defrosting inoperable
• "Missed" Preventive Maintenance Inspection
• Tires with tread depth of less than 2/32"
• Failure to clean each vehicle as outlined above
• Failure to repair vehicle body damage within twenty -one days of the date damage
occurred
• Inoperable Emergency Exits /Doors /Windows
• Inoperable two -way radio
• Inoperable farebox
• Failure to achieve a satisfactory rating in any category of the annual California Highway
Patrol Safety Compliance report (CHP 343)
• Removal from road -worthy status by CHP of any vehicle used under this Agreement
• Any condition not in compliance with ADA
• Any condition not in compliance with applicable Federal or State Regulations
Vehicles shall continue to have the Out of Service Designation until it is brought into
compliance, subject to approval by City.
Contractor shall not be paid for hours operated in Arcadia Transit revenue service by vehicles
that are in an Out of Service condition. City may, at its sole discretion, correct any unresolved
Out of Service condition, and withhold the costs related to such correction(s) from payment to
the Contractor.
Arcadia Transit Management and Operation — Professional Services Agreement A -24
Exhibit A I Scope of Services
4.22 Maintenance Records and Reports
Contractor shall prepare, maintain, make available to City, and reduce to written form, records
and data relative to Arcadia Transit vehicles and equipment maintenance. Maintenance records
shall be maintained on all vehicles indicating all warranty work, preventive maintenance, and
repairs performed on each vehicle. All such records and reports shall be prepared and
maintained in such a manner so as to fulfill any applicable State or federal requirements, as well
as any needs of City to enable it to accurately evaluate Contractor's maintenance performance
and the operating expense associated with various vehicles and equipment.
Records of all maintenance and inspections shall be made available to City, the CHP and /or such
other regulatory agencies with jurisdiction when requested. City maintains the right to inspect,
examine and test, at any reasonable time, any vehicles used in performance of this Agreement
and any equipment used in the performance of maintenance work in order to ensure compliance
with this Agreement. Such inspection shall not relieve the Contractor of the obligation to
continually monitor the condition of all vehicles and to identify and correct all substandard or
unsafe conditions immediately upon discovery.
Contractor shall transport any or all vehicles and equipment to any required inspection facilities
when requested. In the event that the Contractor is instructed by City or any other regulatory
agency to remove any equipment from service due to mechanical reasons, Contractor shall make
any and all specified corrections and repairs to the equipment and resubmit the equipment for
inspection and testing before it is again placed in service.
Contractor shall prepare maintenance records and reports in a form and according to a schedule
approved by City. Such records and reports shall include, but not be limited to, the following:
• Daily vehicle inspection and servicing checklist
• Work orders for all maintenance inspections, warranty repairs and other vehicle repairs
including materials, parts and labor consumed.
• Road call reports, or work order, for each road call identifying date and time, vehicle
number, problem and mileage of vehicle.
• Monthly summary to be attached to Contractor's invoice listing each vehicle, vehicle
mileage, vehicle mileage since last preventive maintenance inspection, vehicle fuel and
lubricants consumption, and vehicle road calls.
• Semi - annual fleet summary listing each vehicle; vehicle mileage; vehicle year -to -date
total miles; vehicle year -to -date fuel consumption and miles per gallon; vehicle year -to-
date maintenance costs and cost per mile; route service total road calls and miles per road
call; Contractor's summary of maintenance problems, particularly components with high
incidences of in- service failures, and steps taken or recommendations to reduce such
problems and in- service failures.
Fuel usage reports shall be submitted by Contractor to City on a monthly basis. These reports
shall be submitted prior to the l oth day of the following calendar month.
Arcadia Transit Management and Operation — Professional Services Agreement A -25
Exhibit A I Scope of Services
Contractor shall submit to City copies of the California Highway Patrol (CHP) Annual Safety
Compliance Report (CHP 343), Vehicle Inspection Reports (CHP 343a) and associated
certificate. Contractor shall attain satisfactory rating in each category of the Safety Compliance
Report (maintenance records, driver records, regulated equipment and terminal). Contractor
shall expeditiously correct any deficiencies noted on any CHP vehicle inspection report.
A Monthly Management Report of operations and maintenance matters shall be submitted by the
Contractor which shall include all maintenance work performed on vehicles and equipment
during that month including:
• The status of each vehicle condition including miles per gallon of fuel and miles per quart
of engine oil added.
• A description of any maintenance and /or repair work performed. Monthly report
submission shall be to City prior to the I oth day of the following calendar month.
4.23 Vehicle Maintenance Record Keeping
Contractor shall maintain an up -to -date vehicle file for each vehicle containing, at a minimum,
the following information:
• Make
• Model
• Serial number /City fleet number
• City property ID number and serial number of installed City -Owned equipment
• License number
• Date received
• Date placed in service
• Life miles
• Major vehicle repairs
• Preventive Maintenance Inspection Reports
• Daily "Vehicle Condition" Reports
• Work Orders
The "Preventive Maintenance Inspection" Reports shall be kept for two years. Daily "Vehicle
Condition" Reports shall be kept for the period required by the CHP.
Copies of the "Preventive Maintenance Inspection" Reports shall be made available to City upon
request. Including, all work accomplished with the manufacture's instructions and warranty
conditions, and daily "Vehicle Condition" Reports.
Contractor shall submit the entire vehicle file to the City upon request.
Arcadia Transit Management and Operation — Professional Services Agreement A -26
Exhibit A I Scope of Services
4.24 Farebox System
Contractor shall install, operate, and perform all required maintenance of farebox system to
ensure no disruptions in service. Contractor shall maintain farebox system in accordance with
manufactures recommended maintenance procedures and specifications.
4.25 Turnover Procedure
This procedure is designed to determine the condition of Arcadia Transit vehicles and equipment
at the time of turnover between Contractors. This Turnover Procedure shall be implemented
toward the end of the current contract term and prior to the commencement of the new contract.
At the City's option, a Turnover Inspection may be implemented with or without a change in
Contractors.
4.25.1 Pre -Audit Meeting
Current Contractor, Successful Proposer, and the City shall meet 30 -60 days prior to
turnover. All parties shall be represented by authorized personnel at this Pre -Audit
Meeting. The purpose of the Pre -Audit Meeting shall be to set guidelines for procedure
during the Initial Audit. Procedures shall be agreed upon and confirmed in writing by all
parties within 5 working days of the Pre -Audit Meeting.
4.25.2 Initial Audit
Current Contractor, Successful Proposer, and the City shall meet 30 -60 days prior to
turnover at the Contractor's facility. All parties shall be represented by authorized
personnel at this Initial Audit. Contractor shall make available their current facility and
such personnel necessary to move vehicles and operate hoists. Contractor shall make
available records, daily driver inspections, and other records as appropriate. Contractor,
Successful Proposer, and City shall cooperate fully during the Initial Audit as set forth in
the guidelines determined at the Pre -Audit Meeting.
At this time, the City shall examine every vehicle listed in "EXHIBIT C Arcadia Transit
Vehicles ", and determine its current condition. Contractor shall make available adequate
facilities and equipment dedicated to accommodate the Initial Audit as well as provide a
table for records inspection. All parties shall be provided the draft results of this
inspection at the conclusion of the Initial Audit.
After the Initial Audit Contractor and City shall meet to determine a plan and timeline for
resolution of defects found during the Initial Audit. Contractor shall furnish City with
timeline and specific plan for resolution of deferred maintenance prior to turnover. The
"Resolution Plan" shall be submitted no less than thirty days prior to expected turnover
date.
Arcadia Transit Management and Operation — Professional Services Agreement A-27
Exhibit A I Scope of Services
4.25.3 Turnover Audit
Several days prior to turnover, City, Contractor, and Successful Proposer, shall meet to
physically re- examine every vehicle. Records shall be kept, and made available to the
City, documenting items that have been repaired since the Initial Inspection. Current
condition of every vehicle shall be determined. All parties shall be provided draft results
of this inspection at the conclusion of the Turnover Audit.
4.26 Fuel
Contractor shall purchase fuel required for the operation of all Arcadia Transit vehicles utilizing
a system that accurately records purchase of all fuel by Contractor for billing purposes and to
allow City to reconcile all fuel transactions by date and vehicle number.
Contractor shall be responsible, on behalf of City for its Arcadia Transit operation, to obtain state
and federal tax exemptions applicable to the purchase and consumption of fuel for use in public
transit vehicles. In this regard, Contractor shall obtain required permits and administer fuel
transactions in a manner that fully complies with all applicable state and federal requirements.
Contractor shall maintain accurate records of all fuel utilized for fueling Arcadia Transit
vehicles. On a monthly basis, Contractor shall invoice City for the documented cost of fuel used
in the operation of Arcadia Transit and provide a monthly report to City detailing gallons
dispensed and miles per gallon for each Arcadia Transit vehicle for the previous month and for
the year to date.
Arcadia Transit Management and Operation — Professional Services Agreement A-28
EXHIBIT B
MANAGEMENT AND OPERATION
ARCADIA TRANSIT SYSTEM
SCHEDULE OF SERVICES
Contractor shall provide professional transit services for the operation, maintenance and
management of the Arcadia Transit system, as outlined in the Scope of Services. The period of
services is for three (3) years, commencing on July 1, 2009 and ending on June 30, 2012. At the
end of this three year term, City may choose to exercise two optional one -year extensions,
possibly extending the service period to June 30, 2014. The terms of the agreement including the
project cost in this Agreement shall remain unchanged and apply to the optional extensions.
Arcadia Transit Management and Operation — Professional Services Agreement B-1
EXHIBIT C
MANAGEMENT AND OPERATION
ARCADIA TRANSIT SYSTEM
COMPENSATION
Contractor shall provide professional transit services as outlined in the Scope of Services for an
amount not to exceed SIX MILLION THREE HUNDRED TWENTY FIVE THOUSAND FIVE
HUNDRED NINETY DOLLARS ($6,325,590) over a period of five (5) years according to the
following cost schedule:
Line Item Operating Budget
Annual Vehicle Service Hours
Fixed Expenses
Overhead Expenses
Profit or Fee
TOTAL FIXED EXPENSES
Variable Expenses
Hourly Expenses
Mileage Expenses (Maintenance)
TOTAL VARIABLE EXPENSES
Year 1
Year 2
Year 3
Year 4
(Optional)
year 5
(O tional)
27,000
30,000,1
30,000
30,000
30,000
$
427,567
1 $
454,705
1 $
467,110
5
479,857
$
492,954
$
$
56,292
483,859
1 $
$
57,699
512,404
$
$
59,141
526,251
$
$
60,620
540,477
$
$
62,136
555,090
$
489,606
$
559,884
$
576,628
$
593,874
$
611,637
$
152,369
$
172,939
$
1781127
$
183,471
$
188,974
$
641,975
$
732,823
$
754,755
$
777,345
1 $
800,611
TOTAL OPERATING EXPENSES $ 1,125,834 $ 1,245,227 1 $ 1,281,006 $ 1,317,822 $ 1,355,701
Total Five Year Operating Cost S 6,325,syu
Cost per Vehicle Service Hour
(Variable)
*Projected Annual Fuel Consumption
(Gallons of Gasoline)
$ 23.78 $ 24.43 1 $ 25.16 $ 25.91 1 $ 26.69
52,825 58,695 58,695 58,695 58,695
* Fuel cost will be reimbursed to Contractor on a monthly basis in accordance with Sections 2.4
and 4.26 of Scope of Services.
Arcadia Transit Management and Operation - Professional Services Agreement